Reference no: EM133211516

Very Good Vending Pty Ltd (Company) bought, sold, leased and managed vending machines. A liquidator was appointed to the company, and it has been decided that the company will be wound up. The company's practice was to sell the vending machines to investors. In many cases, the contract of sale was only documented by an invoice.

The machines sold were delivered to different locations where an occupier of a site, such as a shop, had agreed to take the machine. In some cases, the invoice identified a machine by serial number. In most cases, it did not. Once the company identified a suitable site for the location of the machine, it required full payment for the machine. When the purchaser paid the balance of the purchase price, the purchaser also entered into a management agreement with the company.

The usual form of such an agreement provided that the company would pay to the purchaser a rental income of a stipulated amount per month. The management agreement entitled the company to the income derived from sales made through the machines. The investor was to receive a regular monthly return by way of rent.

There are several categories of investors, for each category assess who has title to the machines:

1. Category 1 investors comprise cases where the contract was for the sale of a specific machine or machines, identified by serial number, or by some other specific identifying feature.

2. Category 2 investors comprise cases where there was a contract for sale of specific or ascertained goods, or an appropriation of goods, which can now be identified, to a particular contract, but there were successive sales of identified machines to more than one buyer.

3. Category 3 investors are those where it is not possible, because of the company's inadequate record-keeping, to identify particular machines as having been appropriated to individual contracts. The machines are identified by description. However, it is not possible for the liquidator to identify which machines of that general description were bought and hired out to the company pursuant to the management agreements. The company does not have in its possession as many machines as it would need to satisfy the claims of all of the investors of this class.

4. Category 4 investors are those whom the company had agreed to buy back a machine or machines, but where the "buy back" agreement has not been completed, and money is still owed by the company to the original purchaser of the machine.